THIS
RESTATED AND AMENDED MASTER PURCHASE AGREEMENT (this “Agreement”), effective as
of November 15, 2006, is entered into by and between Ericsson Inc., a Delaware
corporation (“Ericsson”), and Rural Cellular Corporation, a Minnesota
corporation, having a place of business at 3905 Dakota Street, Alexandria,
MN
56308 (“Customer”).

WHEREAS,
Ericsson has supplied Customer with a wireless network products and services
and
various hosted service applications under a Master Purchase Agreement, dated
March 14, 2002 (“March 14
th
MPA”)
and Customer would like to continue to purchase such products and services
from
Ericsson under new terms and conditions set forth in this Agreement with respect
to the wireless network products and services and with respect to the hosted
services in a new hosted services agreement executed contemporaneously with
this
Agreement (the “Hosted Services Agreement”); and

WHEREAS,
Customer and Ericsson have agreed that the business structure established
pursuant to this Agreement will achieve the objectives contemplated by the
parties in establishing a new flexible framework governing the standard terms
and conditions upon which Ericsson will provide to Customer, and Customer will
purchase from Ericsson, those certain specified wireless network products and
services pursuant to this Agreement and the hosted services pursuant to the
Hosted Services Agreement;

NOW,
THEREFORE, Ericsson and Customer hereby agree as follows:

1.

Scope
of Agreement
.
This Agreement establishes the standard terms and conditions that
will
apply to network products and services provided by Ericsson to Customer
as
mutually agreed upon from time to time by Ericsson and Customer in
accordance with a written purchase order issued by Customer and accepted
by Ericsson (a “Purchase Order”) pursuant to the provisions of this
Agreement.

2.

Term
.
The term of this Agreement shall
commence
upon Customer’s fulfillment of its commitment to purchase $*** of Eligible
Products from Ericsson as provided in Section 27 of the March
14
th
MPA (the “Effective Date”). The parties agree to document the Effective
Date by executing a confirming memorandum in substantially the form
attached hereto as
Schedule
1
.
This
Agreement shall remain in effect until it
is
otherwise terminated in accordance with the terms of this Agreement
or it
expires at the end of a four-year period that commences on the Effective
Date (such four-year period hereinafter referred to as the “4-Year
Period”).
This Agreement will automatically extend for successive one (1) year
periods unless either party provides to the other party a written
notice
of termination no less than sixty (60) days prior to the expiration
of the
then existing term. Notwithstanding the expiration or termination
of this
Agreement for any reason, each Purchase Order issued by Customer
and
accepted by Ericsson prior to the date of such expiration or termination
will remain in full force and effect in accordance with the provisions
thereof, including each of the provisions of this Agreement incorporated
by reference into such Purchase
Order.

3.

Purchase
Order
.
From time to time during the term of this Agreement, Customer will
issue a
purchase order to Ericsson for the purchase of the products and services
hereunder. Such purchase order will include at least the following
information: (a) reference to this Agreement, (b) Customer's purchase
order number, (c) description of the products and services to be
purchased
by Customer from Ericsson, (d) applicable prices, (e) location to
which
the products are to be shipped, (f) requested delivery date, and
(g)
location to which invoice(s) will be rendered
for

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

1

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

payment.
Upon receipt of such purchase order, Ericsson shall within ten (10) days of
receipt of the purchase order notify Customer in writing of Ericsson’s
acceptance or rejection (together with a reasonable explanation for any such
rejection) of such purchase order; provided that Ericsson will use its good
faith efforts to accept each such purchase order issued by Customer.

4.
Net
Pricing
.

(a)
Background
.
As
provided in Section 29 of the March 14
th
MPA,
Ericsson granted Customer (i) a discount of ***% on the Eligible Products,
and
(ii) a trailing credit of *** % of the Eligible Products, until Customer
purchased certain committed amount of the Eligible Products, at which time
the
following discounts and credits would then apply:

Table
1

Millions
of Dollars

Discounts

Credits

Total

$1
to $***

***%

***%

***%

$***
to $***

***%

***%

***%

$***
and up

***%

***%

***%

Customer
has now purchased the committed amount of the Eligible Products and believes
that the discounts and credits in Table 1 above may not be economically feasible
for Customer. In the interest of its strategic relationship with Customer,
Ericsson hereby agrees to provide Customer with the discount and credit
structure set forth herein, which Customer hereby acknowledges is more favorable
than the discounts and credits set forth in Table 1 above.

(b)
Net
Pricing of Existing Products and Services
.
During
the term of this Agreement, Customer may purchase from Ericsson, and Ericsson
may provide to Customer, the products and services listed in
Exhibit
A
hereto,
at the applicable net prices set forth in
Exhibit
A
hereto
(net of any discounts), which net prices reflect the application of the
following discounts:

Software

Discount
Percentage

for
BSC Software Products

Discount
Percentage for MSC and OSS Software Products

***%

***%

Hardware

Discount
Percentage

for
Hardware Products

Discount
Percentage for TRU Products

***

***%

Services
not listed on Exhibit A or otherwise referenced in this Agreement will not
be
eligible for discounts and the parties shall negotiate in good faith and
mutually agree in writing on the price for such services on a case-by-case
basis.

If
Customer can demonstrate (by reference to an invoice previously issued by
Ericsson and paid by Customer) that Customer has purchased from Ericsson a
product or service at a gross price (before application of any discounts or
credits) that is lower than the gross price used to establish the net price
in
Exhibit A, then Ericsson shall sell such product or service to Customer at
a net
price calculated using the lower gross price.

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

2

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

(c)
Net
Pricing of New Products and Services
.
The
parties shall negotiate in good faith and mutually agree in writing on the
net
price of any new product or service that does not appear on
Exhibit
A
or that
Customer has not previously purchased from Ericsson. Ericsson hereby agrees
and
represents that such net price will be equal to or lower than (i) Ericsson’s
Internal Reference Price, as described below, net of the applicable discount
set
forth in Section 4(b) above, and (ii) the price generally offered by Ericsson
to
Cingular Wireless’s roaming partners in the United States. As used herein,
“Ericsson’s Internal Reference Price,” with respect to a product or service, is
the price which is (a) set by Ericsson’s affiliate responsible for the
management of such product or service, based on factors, such as market input,
the product’s or service’s original business case, targets for profitability,
and third party items, and (b) published by such Ericsson affiliate and
suggested as the price to be offered by Ericsson to its customers for such
product or service.

5.

Price
Credits
.
In addition to the Net Pricing described in Section 4, Ericsson shall
provide RCC with the following
credits:

(a)

$***
Purchase Incentive Credit
.
Ericsson will issue to Customer a purchase incentive credit equal
to the
sum of $***, as follows:

(1)

$***
credit upon execution of this
Agreement.

(2)

$***
credit when Customer’s purchase of Ericsson products and services during
the 4-Year Period reaches a total of $*** (net of any and all
discounts).

(3)

$***
credit when Customer’s purchase of Ericsson products and services during
the 4-Year Period reaches a total of $*** (net of any and all
discounts).

(4)

$***
credit when Customer’s purchase of Ericsson products and services during
the 4-Year Period reaches a total of $*** (net of any and all
discounts).

Upon
receipt of any such credit, Customer must use such credit within twelve (12)
months after its issuance and may use such credit only against current accounts
receivable or against future purchases of products and services from Ericsson
pursuant to either this Agreement or the Hosted Services Agreement.

As
used
in this Section 5(a), a “purchase” takes place upon the occurrence of both (i)
Ericsson’s acceptance of a purchase order issued by customer for product or
service pursuant to this Agreement or the Hosted Services Agreement, and (i)
Ericsson’s issuance of an invoice for such product or service.

(b)

$***
Network Credit
.
Ericsson will issue to Customer a network credit equal to the sum
of $***,
as follows:

(1)

On
February 16, 2008 (or such earlier date as Customer may elect by
providing
a written notice to Ericsson of its intent to take the credit early
but in
not event earlier than July 1, 2007), Ericsson will issue to Customer
a
credit of $***, as long as Customer is not then in breach of any
of the
material terms and conditions of this Agreement. Upon receipt of
such
credit of $***, Customer must use such credit during the 4-Year Period
and
may only be used by Customer against current accounts receivable
or
against future purchases of products and
services

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

3

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

from
Ericsson. This credit of $*** shall survive the early termination of this
Agreement if this Agreement is terminated for any reason prior to the expiration
of the 4-Year Period.

(2)

From
time to time prior to February 15, 2008, Customer may purchase from
Ericsson CDMA equipment, software, and related services. With respect
to
each such purchase, Ericsson will issue to Customer (i) an invoice
for the
applicable price (net all discounts and credits), and (ii) a credit
memorandum for such applicable price; provided that the sum of all
such
credits will not exceed $***.

(3)

From
time to time prior to February 15, 2008, Customer may purchase from
Ericsson the services to implement and test the integration of Ericsson’s
Mail-2-go, MMS and SMS solutions to Customer’s new CDMA core network. With
respect to each such purchase, Ericsson will issue to Customer (i)
an
invoice for the applicable price (net all discounts and credits),
and (ii)
a credit memorandum for such applicable price; provided that the
sum of
all such credits will not exceed
$***.

(c)

$***
GSM/WCDMA Overlay Credit
.
Ericsson will issue to Customer a GSM overlay credit equal to the
sum of
$***, as follows:

(1)

In
the event that during the period commencing on January 1, 2008 and
ending
on the expiration of the 4-Year Period, Customer purchases from Ericsson
the GSM and/or WCDMA equipment, software and services to overlay
Customer’s *** CDMA market, Ericsson will issue to Customer (i) an invoice
for the applicable price (net all discounts and credits), and (ii)
a
credit memorandum for such applicable price; provided that the sum
of all
such credits will not exceed $***.

(2)

In
the event that Customer purchases from Ericsson the new Mobile Softswitch
equipment, software and related services during the 4-Year Period,
Ericsson will issue to Customer (i) an invoice for the applicable
price
(net all discounts and credits), and (ii) a credit memorandum for
such
applicable price; provided that the sum of all such credits will
not
exceed $***.

New
BSCs
.
With respect to each BSC to be purchased by Customer from Ericsson
after
the Effective Date, Customer will pay to Ericsson the applicable
purchase
price of all hardware, the fees for the services, and the license
fee for
a minimum of *** TRU software licenses with the initial purchase
order.

(b)

New
BSC Expansion
.
With respect to each BSC expansion to be purchased by Customer from
Ericsson after the Effective Date, Customer will pay to Ericsson
the
applicable purchase price of all hardware, the fees for the services
with
the expansion order, and the license fee for such TRU software licenses
as
deemed necessary by Customer with the initial purchase order.

If
there
is any TRU capacity remaining in the BSC or BSC expansion (beyond the number
of
TRUs for which the software licenses are paid by Customer in its initial or
expansion order), Ericsson and Customer hereby agree as follows:

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

4

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

(1)
Prior
to
the end of each calendar quarter, Ericsson will audit such BSC and BSC expansion
and will notify Customer in a written quote of the TRU capacity which was used
by RCC in that calendar quarter and for which Customer has not then already
paid
the license fee to Ericsson.

(2)

Within
ten (10) days following Customer’s receipt of the written notification
provided by Ericsson in accordance with subsection (1) above, Customer
will issue a purchase order to Ericsson for purchase of the software
license for such TRU capacity.

(3)

Upon
receipt of such purchase order, Ericsson will issue an invoice to
Customer
for the applicable license fee for such the software license for
such TRU
capacity.

For
avoidance of doubt, software licenses are not transferable; provided that
relocation of the hardware (of which the software is an integral component)
by
Customer will not constitute a transfer of the software.

7.

System
Support and Hardware Support
.
Customer may purchase from Ericsson the system support described
in
Section 1 of Exhibit D hereto (“System Support”) and the hardware repair
and return services described in Section 2 of
Exhibit
D
hereto (“Hardware Support”), at the applicable annual service fees set
forth in
Exhibit
A
hereto or the other applicable fees and charges set forth in Sections
4(b)
and 4(c) of
Exhibit
D
hereto. Customer may purchase Hardware Support from Ericsson on an
ad hoc
basis, at the applicable service fees set forth in
Exhibit
A
hereto. Ericsson will provide System Support to Customer for its
NW TDMA
network for a period of *** commencing upon the Effective Date at
no
additional charge. Unless otherwise mutually agreed in writing by
the
parties, System Support and Hardware Support for the CDMA network
elements
will cease on ***.

8.

Software
Releases
.

(a)

Software
Upgrades
.
Upon execution of this Agreement, Ericsson will issue a credit of
$*** to
Customer. Upon receipt of such credit, Customer must use such credit
within twelve (12) months after its issuance and may use such credit
against current accounts receivable or against Customer’s future purchases
of products and services from Ericsson pursuant to this Agreement
or the
Hosted Services Agreement. With respect to the features for which
Customer
has already paid the applicable license fees as of the Effective
Date,
which features are listed in
Exhibit
E
hereto,
Ericsson hereby waives the R12 basic upgrade fees (software only)
for the
remaining nodes in the network. If Customer can show that it paid
the
applicable license fee for a feature prior to the Effective Date
but that
feature is not on Exhibit E, then Ericsson shall waive the R12 basic
upgrade fee relating to that
feature.

Software
Support and Maintenance
.
As a part of System Support purchased by Customer, Ericsson will
provide
Customer with the Software Updates and Software Upgrades from time
to time
as they become generally available at no additional charge. As used
herein, (i) “Software Update” means a software release that contains
correction of errors found in the then current in-service release
of the
software, and (ii) “Software Upgrade” means a software release that
contains (x) new basic features, (y) fixes of and/or enhancements
to the
basic and premium/optional features (in the then current in-service
release of the software) for which Customer has then already paid
the
applicable

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

5

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

license
fees to Ericsson (for example, new enhancements or functionality to the XYZ
feature would be included in System Support because Customer has paid for the
applicable license fees for that feature in a previous software release). For
avoidance of doubt, the following will not be included as a part of the System
Support and will be subject to mutually agreed additional charges:

(1)

New
or additional hardware that may be required for the Software Updates
or
Software Upgrades.

(2)

Premium
features and associated functionality included in a new software
release
(whether it is a Software Update or Software Upgrade) for which Customer
has not paid the applicable license fee to Ericsson, including without
limitation (i) new features or development or software functionality
required to comply with a federal, state or local government mandates
enacted after the date of this Agreement, or (ii) new feature development
as a result of revisions to the standards (such as CAMEL Phase 1
and CAMEL
Phase 2).

(3)

Deployment
and implementation of Software Updates or Software
Upgrades.

9.
SCC
Charges and Peak Issues
.

(a)

Prior
to the end of each calendar quarter, Ericsson will audit the average
SCC
usage of each Ericsson MSC by Customer in its network in such calendar
quarter and will notify Customer in writing of such average SCC usage
for
which Customer has not then paid the license fee to Ericsson. Within
five
(5) days following Customer’s receipt of such written notification,
Customer will issue a purchase order to Ericsson for the purchase
of such
average SCC usage. Upon receipt of such purchase order, Ericsson
will
issue an invoice to Customer for the incremental license fee for
such
average SCC usage to the extent that Customer has not then already
paid
the license fee for such SCC usage. The parties agree that the average
SCC
usage will be calculated in accordance with
Exhibit
C
hereto.

(b)

Ericsson
will maintain each Ericsson MSC at the maximum capacity of *** SCCs
at no
cost to Customer, so that such Ericsson MSC may still carry the traffic
up
to the maximum capacity of *** SCCs even when the volume of such
traffic
exceeds the SCC usage for which Customer has then already paid the
license
fee to Ericsson; provided that Customer will remain obligated to
pay to
Ericsson the license fee for the average SCC usage as provided in
Section
9(a) above.

10.

TDMA
Transit Calls
.
For a period of nine (9) months commencing on the Effective Date
on each
Ericsson GSM MSC, RCC will be allowed to route TDMA traffic to the
Ericsson GSM MSCs without increasing the SCC charges; provided that
the
following process is followed by Customer on each GSM
MSC:

(a)

At
least seven (7) days prior to the transition, Customer will notify
Ericsson of which TDMA MSC’s traffic will be transitioned to the Ericsson
GSM MSC.

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

6

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

(c)

Customer
will transition TDMA traffic to the Ericsson GSM MSC and will advise
Ericsson when the transition is
complete.

(d)

Ericsson
will measure the SCC level no less than 7 days and no later than
14 days
after the TDMA transition (After
Measurement).

(e)

The
measured SCC increase (After Measurement - Before Measurement) will
be
deducted from the quarterly SCC invoices for the 9-month period after
the
transition.

11.

2Q05
Catch-Up
.
Upon execution of this Agreement, Customer will issue to Ericsson
a
purchase order for the 2Q05 basic and premium software quotes in
the net
amount of $***. Upon receipt of such purchase order, Ericsson will
issue
to Customer an invoice for such 2Q05 basic and premium software quotes
in
the net amount of $***. Customer may use part of the $*** credit
(granted
by Ericsson under Section 5(a)(1) above) or the $*** credit (granted
by
Ericsson under Section 8(a)).

12.

CDMA
Last-Time-Buy
.
Upon receipt of a written notification from Ericsson of the availability
of the CDMA equipment listed in Exhibit B hereto, Customer will purchase
from Ericsson and take delivery (and title) of such CDMA equipment
in
accordance with the process set forth in Subsection 5
(b)(2).

13.

Decommissioning
of CDMA Equipment
.
No later than ***, Customer will, at its expense, (i) deinstall all
Ericsson CDMA equipment and software then already purchased by Customer
from Ericsson prior to, on or subsequent to the Effective Date (all
such
Ericsson CDMA equipment and software collectively referred to as
the
“Purchased CDMA Equipment”), (ii) collect and deliver the Purchased CDMA
Equipment to a warehouse at Customer’s Alexandria, MN location (the
“Central Location”), (iii) inventory the Purchased CDMA Equipment, and
(iv) make the Purchased CDMA Equipment available for Ericsson’s
inspection, pickup and transport, subject to the
following:

(a)

Customer
will retain the title and risk of loss or damage to the Purchased
CDMA
Equipment until Ericsson takes possession of the Purchased CDMA Equipment
at the Central Location, at which point the title and risk of loss
or
damage to the Purchase CDMA Equipment will pass to
Ericsson;

(b)

Except
as provided in Section 13(a) above, Customer will return all the
Purchased
CDMA Equipment to Ericsson in an “as is”
condition;

(c)

Customer
shall have no responsibly to box, crate or otherwise pack the CDMA
Purchased Equipment for shipment from the Central Location to Ericsson;
and

(d)

At
least ninety (90) days prior to Customer’s deinstallation of the Purchased
CDMA Equipment, Customer will notify Ericsson in writing of such
deinstallation, so that Ericsson may take the inventory of the Purchased
CDMA Equipment.

14.

Conflicts
.
In the event of any express conflict or inconsistency between the
provisions of this Agreement and the provisions of any Purchase Order,
the
provisions of this Agreement will control.

15.

Products
.
With respect to each product provided by Ericsson to Customer hereunder
(the “Product”), Ericsson will deliver the Product to Customer, F.O.B.,
Customer’s facilities (or such other facilities contracted by Customer),
no later than the date mutually agreed in writing by the parties.

Title
and risk of loss or damage to the Product will pass to Customer
upon
Ericsson’s delivery to
Customer.

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

7

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

16.

Software
.
With respect to the software components of the Product (the “Software”),
Ericsson hereby grants to Customer, and Customer hereby accepts from
Ericsson, a non-exclusive and non-transferable license to use the
object
code of the Software solely as an integral part of and for the operation
of the Product in which the Software is originally embedded and for
no
other purposes, subject to the following use
provisions:

Customer
may not reverse engineer, decompile or otherwise derive the source
code
from the object code of the
Software.

(c)

Customer
may not merge the Software with other software computer program materials
to form a derivative work or otherwise modify or alter the Software
in any
manner whatsoever.

(d)

Customer
may make only one copy of the Software solely for backup
purpose.

(e)

Customer
may make copies of the Software-related documentation solely for
internal
purposes.

The
provisions of this Section 16 will survive the expiration or termination of
this
Agreement for any reason.

17.

Taxes
.
Customer will be responsible for, and will pay or reimburse Ericsson
for,
any sales, use, excise or other taxes, however designated or levied
based
upon this Agreement, on any amounts payable to Ericsson hereunder,
or any
services, systems, materials or goods provided to Customer hereunder
or
their use. Each party will be responsible for rendering its own property
for taxation and for paying any property taxes assessed against such
property. Each party will also be responsible for income taxes or
franchise taxes based on their respective income or net
worth.

18.

Invoicing
and Payment
.
Unless otherwise mutually agreed in writing by the parties, Ericsson
will
invoice Customer for the applicable prices, charges and fees for
the
products and services according to the following schedule:

(a)

Invoices
for the equipment, software and related services associated with
the
Initial Build Out of a particular market will be issued for (i) ***%
of
the purchase order value at receipt of the purchase order, (ii) ***%
at
delivery, and (iii) ***% at Acceptance (as defined in Section 30
hereof).

(b)

All
other equipment, software and related services will be invoiced 100%
at
delivery or performance (except for System Support or Hardware Support,
for which invoices for annual support fees will be issued at the
beginning
of each annual period for such
services).

Each
such
invoice will be due and payable to Ericsson within thirty (30) days from the
date of the invoice. Any sum due to Ericsson hereunder that is not paid when
due
will bear interest thereafter until paid at a rate equal to the lesser of ***%
per month or the maximum rate allowed by applicable law.

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

8

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

As
used
herein, “Initial Build Out” of a market means all equipment and services
provided by Ericsson for the initial launch of Customer’s network in such
market.

19.

Warranty
.
Ericsson warrants and agrees that it will perform the services hereunder
in a good and workmanlike manner. The foregoing warranty is for a
warranty
period of *** months following the date of performance. In addition,
Ericsson warrants that (i) Ericsson has all right, title and ownership
interests and/or licenses necessary to perform its obligations under
this
Agreement, and (ii) the products sold by Ericsson hereunder will
be free
and clear of any and all liens, encumbrances or security interests
of any
third party. With respect to each product provided by Ericsson hereunder
that is manufactured by Ericsson, Ericsson warrants that during the
Warranty Period (as defined below), such product will perform in
substantial accordance with the applicable specifications. With respect
to
each product provided by Ericsson hereunder that is not manufactured
by
Ericsson, Ericsson will assign any and all warranties with respect
to such
product if and to the extent allowed by the manufacturer or supplier
of
such product. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE
ARE NO,
AND ERICSSON HEREBY DISCLAIMS ALL, OTHER WARRANTIES, WHETHER IMPLIED,
EXPRESS OR STATUTORY, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED
TO CUSTOMER HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE.

As
used
in this Section 19, “Warranty Period” means a *** period that commences upon (i)
Ericsson’s delivery of the product (if Ericsson does not install such product),
or (ii) Acceptance of the product (if Ericsson installs such
product).

20.

Rights
in Work Products
.
Each party’s rights in and to the work products to be developed and
provided by Ericsson under this Agreement are set forth herein. Unless
otherwise set forth herein, Ericsson will have exclusive ownership
of such
work products, and Customer will have a non-exclusive, non-transferable
license to use such work products as contemplated
herein.

21.

Confidentiality
.
Each party agrees that all confidential documents, work product and
information (including all computer code and related materials) received
or otherwise obtained from the other party pursuant to this Agreement,
whether before or after the Effective Date, will be, and will be
deemed to
have been, received in confidence and will be used only for the purpose
of
carrying out the obligations of, or as otherwise contemplated by,
this
Agreement. Without the other party’s prior written consent, neither party
may disclose any such information to any third party, and each party
will
disclose such information only to such of its officers, employees
and
agents that have a need to know such information for the purposes
contemplated hereby. However, the provisions of this Section will
not
apply to any such information that (i) is or becomes generally available
to the public without the fault or negligence of either party, (ii)
is
already in the possession of the receiving party without being subject
to
another confidentiality obligation, (iii) is or becomes available
to the
receiving party on a non-confidential basis from a source other than
the
disclosing party; provided that such source is not bound by a
confidentiality obligation of the disclosing party, (iv) is required
to be
disclosed pursuant to an arbitration proceeding conducted in accordance
with this Agreement, or (v) is required to be disclosed pursuant
to a
requirement of any governmental authority or any statute, rule or
regulation; provided that the party required to disclose such information
of the other party provide to the other party notice of such requirement
of any such disclosure and cooperates with the other party to prevent
or
restrict any such disclosure to the extent allowed by applicable
law.

22.

Limitation
of Liability
.
Except for Ericsson's liability under any indemnity provision in
this
Agreement, (i) any liability of Ericsson arising from or relating
to this
Agreement, whether based on contract, warranty, equity, indemnity,
tort
(including Ericsson’s negligence), intended conduct, strict liability, or
otherwise will be limited to Customer’s actual, direct damages, and (ii)
the amount of damages recoverable against Ericsson for all events,
acts or
omissions shall not exceed, in the aggregate,
the

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

9

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

greater
of *** dollars ($***) or the prices or fees then already paid by Customer to
Ericsson under the applicable purchase order for the products or services that
give rise to such liability. In no event shall either party be liable for any
special, incidental, indirect or consequential damages in connection with this
Agreement, whether based on action or claim in contract, warranty, equity,
tort
(including negligence), intended conduct, strict liability or otherwise, even
if
such damages are foreseeable.

23.

Indemnification
.
Ericsson will indemnify Customer against, and will defend or settle
at
Ericsson’s own expense, any action or other proceeding brought against
Customer to the extent that it is based on a claim that the use of
the
Software infringes any third party copyright. Ericsson will pay any
and
all costs, damages, and expenses (including but not limited to reasonable
attorneys' fees) Customer becomes obligated to pay in any such action
or
proceeding attributable to any such claim. Ericsson will have no
obligation under this Section as to any action, proceeding, or claim
unless Ericsson is notified of it promptly and Ericsson has sole
control
of its defense and settlement, and Customer provides Ericsson with
reasonable assistance in its defense and settlement. If Customer's
use of
the Software under the terms of this Agreement is, or in Ericsson’s
opinion is likely to be, enjoined due to the type of infringement
or
misappropriation specified above, then Ericsson may, at its sole
option
and expense, either: (i) procure for Customer the right to continue
using
such Software under the terms of this Agreement; (ii) replace or
modify
such Software so that it is noninfringing and substantially equivalent
in
function to the enjoined Software; or (iii) if neither option above
can be
accomplished despite the reasonable efforts of Ericsson, then Ericsson
may
both: (A) terminate Customer's rights and Ericsson’s obligations with
respect to such product containing the Software; and (B) repurchase
the
applicable product and refund to Customer the purchase price of such
product paid by Customer upon return of the product to Ericsson.
The
foregoing are Ericsson’s sole and exclusive obligations with respect to
any infringement or misappropriation of intellectual property rights.
Ericsson will have no obligations under this Section with respect
to
infringement or misappropriation arising from any of the following
circumstances: (i) modifications to the Software that were not authorized
by Ericsson; (ii) use of the Software in combination with products
not
provided by Ericsson; or (iii) accident, misuse, or misapplication
of the
Software by Customer. If any such circumstances occur, Customer will
indemnify and defend Ericsson against any third party claims arising
from
such circumstances.

24.

Termination
.
Either party may terminate this Agreement upon thirty days' written
notice
to the other party if such party breaches in any material respect
any of
the terms of this Agreement (except for payment default) and such
breach
remains uncured at the end of the thirty day notice period. In the
event
that Customer defaults in the payment when due of any amount due
to
Ericsson hereunder and does not cure the default within ten (10)
business
days after being given written notice specifying the default, then
Ericsson may, by giving written notice thereof to Customer at any
time
thereafter and before the default is cured, terminate this Agreement
or
any purchase order as of the date specified in the notice of
termination.

25.

Notice
.
Any notices pursuant to this Agreement shall be in writing and shall
be
sent to the parties at the following address or at such other addresses
as
shall be specified by the parties by like
notice:

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

10

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

If
to
Ericsson:
If
to
Customer:

Ericsson
Inc.
Rural
Cellular Corporation

6300
Legacy Drive
3905
Dakota Street

Plano,
Texas 75024
Alexandria,
MN 56308

Attention:
VP RCC KAM
Attention:
President

With
a
copy to:
With
a
copy to:

Ericsson
Inc.
Rural
Cellular Corporation

6300
Legacy Drive
302
Mountain View Drive

Plano,
Texas 75024
Colchester,
VT 05446

Attention:
Legal Department
Attention:
Legal Services Department

Such
notices or other communications shall be deemed to have been duly given and
received (i) on the day of sending if sent by personal delivery, cable,
telegram, facsimile transmission or telex, (ii) on the next business day after
the day of sending if sent by Federal Express or other similar express delivery
service, or (iii) on the fifth calendar day after the day of sending if sent
by
registered or certified mail (return receipt requested).

26.

Dispute
Resolution
.
Any disputes arising under or relating to this Agreement shall be
resolved
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Arbitration shall be held in the City of
New
York, New York, or such other place as the parties may agree and
shall
include an award of attorneys' fees (and the amount of such fees)
to the
prevailing party. The arbitrators’ award shall be final and binding, and
judgment thereon may be entered in any court having jurisdiction
over the
party against which enforcement is sought; provided that any such
award
rendered by the arbitrators shall be strictly in conformance to and
in
accordance with the terms and conditions of this Agreement, including
without limitation the limitation of liability provisions contained
herein. Other than those matters involving injunctive relief as a
remedy
or any action necessary to enforce the award of the arbitrators,
the
parties agree that the provisions of this Section are a complete
defense
to any suit, action or other proceedings instituted in any court
or before
any administrative tribunal with respect to any dispute or controversy
arising under or relating to this Agreement. Nothing in this Section
shall
prevent either party from exercising its rights to terminate this
Agreement as specified herein. The provisions of this Section shall
survive the expiration or termination of this Agreement for any
reason.

27.

Media
Releases
.
All media releases, public announcements and public disclosures by
either
party relating to this Agreement or the subject matter of this Agreement,
including, without limitation, promotional or marketing material
but not
including any announcement intended solely for internal distribution
or
any disclosure required by legal, accounting or regulatory requirements
beyond the reasonable control of the party, will be coordinated with
and
subject to the final approval by both parties prior to release. If
required by the rules or regulations of the Securities Exchange Commission
(SEC),
Customer
shall file a copy of this Agreement with its required securities
filings,
redacted to be in the form attached hereto as
Exhibit
F
.
In the event that the SEC objects to the extent or substance of the
redacted Agreement, Customer and Ericsson shall work together in
good
faith to revise the redacted Agreement to satisfy the SEC requirements.

2
8.

Force
Majeure
.
Each party will be excused from performance hereunder (except for
payment
obligation) for any period and to the extent that it is prevented
from
such performance, in whole or in part, as a result of delays caused
by the
other party or an unforeseeable act of God, natural disaster, war,
civil
disturbance, court order, labor dispute, third party non-performance,
or
other cause beyond its reasonable control and which it could not
have
prevented by reasonable precautions,
including

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

11

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

failures
or fluctuations in electrical power, heat, light, air conditioning or
telecommunications equipment, and such non-performance will not be a default
hereunder or a ground for termination hereof; provided however, the party whose
performance is not affected by such force majeure may terminate the applicable
purchase order without penalty upon written notice if the force majeure prevents
the other party's performance for more than ninety (90) days.

29.

Relationship
.
The relationship between Customer and Ericsson is that of independent
contractor. This Agreement does not create any employer-employee,
agency,
joint venture, or partnership relationship between Customer and Ericsson.
Ericsson shall exercise control over the means and manner of the
performance of services pursuant to this Agreement. No employee,
agent, or
assistant of Ericsson, or other person participating on Ericsson's
behalf,
shall be considered an employee of Customer or entitled to any employment
fringe benefits of Customer.

30.

Miscellaneous
.
This Agreement shall be governed by the laws of the State of New
York,
other than the choice of law rules. Neither party may assign this
Agreement without the other party’s prior written consent; except that by
providing the other party with a prior written notice thereof, either
party may assign this Agreement to any corporation or partnership
that
controls, is controlled by, or is under common control with the assigning
party or to any corporation that results from a merger or consolidation
with the assigning party or that acquires substantially all of the
assigning party's assets as a going concern, without the other party's
consent. As used in the preceding sentence, "control" and its derivatives
mean with respect to any entity the legal, beneficial or equitable
ownership, directly or indirectly, of fifty percent (50%) or more
of the
voting capital stock (or other ownership interest, if not a corporation)
of such entity. The provisions of this Agreement shall be severable,
and
if any provisions shall be held unenforceable the remaining provisions
shall remain in full force and effect.
Expiration
or termination of this Agreement for any reason shall not release
either
party from any liability or obligation set forth in this Agreement
which
(i) the parties have expressly agreed will survive any such expiration
or
termination, or (ii) remain to be performed or by their nature would
be
intended to be applicable following such expiration or termination.
This
Agreement, each Purchase Order, and all exhibits attached hereto
or
thereto, each of which is hereby incorporated herein or therein,
as
applicable, for all purposes, constitute, as of the Effective Date
or the
effective date of the applicable Purchase Order, as applicable, the
entire
agreement between Ericsson and Customer with respect to the subject
matter
hereof and thereof, and there are no understandings or agreements
relative
hereto or thereto that are not fully expressed herein or therein.
Any
other terms or conditions included in any quotes, acknowledgements,
bills
of lading, purchase orders, invoices or other forms utilized or exchanged
by the parties hereto that are in addition to or in conflict with
those
set forth in this Agreement or the applicable Purchase Order will
be of no
force or effect and will not be incorporated herein or be binding
unless
specifically and expressly agreed to in writing by both parties.
No
change, waiver or discharge will be valid unless in writing signed
by an
authorized representative of the party against whom such change,
waiver or
discharge is sought to be enforced. Each party, by executing this
Agreement, represents and warrants that all necessary corporate or
other
authority to execute the Agreement has been obtained and that the
person
signing the Agreement is authorized to do so and thereby bind that
party.

31.

Acceptance
.
The following provisions apply with respect to the acceptance of
the
Products:

(a)

Acceptance
Tests (the “Acceptance Tests”) will be carried out in respect of the
product that is installed by Ericsson, to verify that it will operate
and
perform in accordance with the relevant specifications provided by
Ericsson (the “Specifications”).

(b)

Ericsson
will notify Customer when it determines that the product is ready
for
Acceptance Tests, such notice to be given no less than seventy-two
(72)
hours before commencement of the Acceptance Tests. Customer and Ericsson
will jointly commence the
Acceptance

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

12

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

Tests
on
the date mutually agreed upon by both parties and specified in Ericsson's notice
(or other determined date). Representatives of Ericsson and Customer will sign
off on the form provided by Ericsson for the Acceptance Tests (the “Tests
Results Form”) as to whether each item of the test was passed or failed. If
Customer does not have a representative attend the Acceptance Tests on the
mutually scheduled date, Ericsson will proceed with those tests and immediately
forward the Test Results Form to Customer. No later than five (5) days after
the
effective receipt (in accordance with Section 24 of the Agreement) by Customer
of the Test Results Form, Customer will give Ericsson a written notice
confirming that the product is accepted or refusing acceptance, in which case
Customer’s notice will state the particulars of the alleged deviation. If
Customer fails to notify Ericsson during this period, Ericsson will, at its
discretion but acting reasonably, determine whether or not the product is
accepted and the product is deemed to have been accepted on the date upon which
the Acceptance Tests were successfully completed.

(c)

If
the Acceptance Tests results indicate that the product does not fulfill
the requirements of the Specifications, Ericsson will diligently
correct
these defects at no additional cost to Customer. Acceptance of the
product
will not be unreasonably refused because of minor deviations that
do not
prevent it from being put into operation, although this will not
relieve
Ericsson from its obligation to remedy the deviations without undue
delay.
As used in the previous sentence “minor deviation” means that both parties
agree that the defect will not affect end users quality of service.
Upon
correction of the defects, the relevant Acceptance Tests will be
repeated
on the relevant product in accordance with the procedures set out
in this
Article. Upon successful completion of the Acceptance Tests, the
product
will be deemed accepted by Customer and Acceptance will be deemed
to have
taken place as of that completion.

(d)

If
the date the Acceptance Tests are successfully completed is delayed
as the
result of the failure of Customer to fulfill its obligations under
this
Agreement, Acceptance will be deemed to have occurred on the date
it would
reasonably have taken place if Customer had fulfilled those
obligations.

(e)

Acceptance
of the product may involve testing the product itself and interfaces
(standard or agreed) to equipment not supplied by Ericsson under
this
Agreement. For this reason, tests of all products not supplied by
Ericsson
must be completed by Customer prior to commencement of Acceptance
Tests
and in the event that tests of applicable external products are
incomplete, Customer will allow Ericsson to exclude affected tests,
and
the Test Results Form will indicate that test has been excluded.
In the
event the product passes the other relevant tests, it will be deemed
accepted. Ericsson will help co-ordinate integration testing with
products
not supplied by Ericsson and may require the participation of the
suppliers of such products in the testing
process.

(f)

If
Customer commences use of the product, other than for the express
purpose
of training or testing as agreed between Ericsson and Customer in
writing
prior to Acceptance, it will be deemed accepted by
Customer.

32.

Preferred
Supplier
.
During the term of this Agreement, Ericsson shall be the preferred
supplier of GSM equipment (excluding mobile soft switches that may
be used
to support GSM) and software purchased by Customer. For purposes
of this
paragraph, “preferred supplier” means that during the term of this
Agreement, Customer shall purchase GSM equipment and software from
Ericsson, provided that Ericsson’s rates, terms and conditions (including
without limitation the related support) are competitive with the
rates,
terms and conditions (including without limitation the related support)
offered by third parties for substantially similar GSM equipment
and
software.

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

13

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

33.

Other
Agreements
.
This Agreement supersedes the March 14
th
MPA. Accordingly, upon execution of this Agreement, the March
14
th
MPA (including without limitation Section 34 of the March 14
th
MPA) will terminate and will have no further force or effect, except
as
follows:

(a)

Hosted
Services Agreement
.
As soon as practicable, Ericsson and RCC will work together in good
faith
to enter into the Hosted Services Agreement, which will supersede
(i) the
Statement of Work - Managed Content Services, effective as of January
19,
2005, as amended, (ii) MMS Shared Hosted Managed Service Statement
of Work
dated December 17, 2004, as amended, (iii) the Hosted Mobile Mail
Service
Statement of Work, dated March 7, 2005; (iv) the Hosted Managed Services
Statement of Work, effective as of August 12, 2005, , and (v) Schedule
No.
1 for SMS Hosted Managed Service, effective as of August 12, 2005,
all
between the parties.
Prior
to the parties’ execution of the Hosted Services Agreement, the documents
referenced in the foregoing clauses (i)-(v) will remain in full force
and
effect in accordance with their respective terms and
conditions.

IN
WITNESS WHEREOF, the parties to this Agreement have caused their authorized
representatives to execute this Agreement as of the Effective Date.

ERICSSON
INC.
RURAL
CELLULAR CORPORATION

By:
Gowton Achibar
By:
Ann
Newhall

Name:
Gowton Achibar
Name:
Ann
Newhall

Title:
General Manager
Title:
Executive Vice President and COO

[signed
November 22, 2006]

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

RCC
and
Ericsson Confidential & Proprietary

Restated
and Amended Master Purchase Agreement

14

CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted

SCHEDULE
1

FORM
OF CONFIRMING MEMORANDUM

This
memorandum confirms the mutually agreement and understanding between Ericsson
Inc. and Rural Cellular Corporation that ______________, 2006 shall be the
Effective Date of the Restated and Amended Master Purchase Agreement, effective
as of September __, 2006, between the parties.

Date:
______________________, 2006

ERICSSON
INC.
RURAL
CELLULAR CORPORATION

By:
By:

Name:
Name:

Title:
Title:

***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.